Regional snapshots

6. Regional snapshots

Africa

The WTW team successfully placed a W&I policy for international PE fund managers in their acquisition of an international coffee house and casual dining brand based in the East African region. The placement of the W&I policy was a significant milestone in the region’s transaction risk insurance landscape as WTW secured a 100% policy limit and leveraged their strong relationships with insurers to obtain a data room scrape for the deal (being one of the first of its kind in Africa).

Asia

WTW’s Asia team has advised on the placement of W&I policies on two of the largest regional insurance-backed continuation fund transactions. These transactions involved underwriting target assets with a combined enterprise value of over USD 10 billion across two extensive insurer programs.

Australia

The Australian team was engaged by private equity sellers to secure a W&I policy for the sale of 25% of shares in a target within the aviation industry, with an enterprise value (EV) of approximately AUD 825 million. Leveraging its market-leading reputation, deep expertise, and strong relationships with key decision-makers, the team secured the placement mandate, which was structured as a sell-side staple. Once a buyer was selected, WTW’s buy-side team brokered the structure of a large insurance tower, placing a program of AUD 250 million in W&I cover for the Middle Eastern buyer.

Benelux

WTW’s Benelux team advised on a stapled W&I process on one of the biggest transactions in the Netherlands. The client acquired a Dutch target with a global footprint. The Benelux team negotiated a coverage position that permitted the cleanest possible exit for the seller and the best possible coverage position for the Buyer; facilitating the transaction negotiations. A program of insurance to support the requested buy-side limit was put in place.

France

WTW’s French team assisted a Real Estate Asset Manager in selling 50% of its shares to a syndication vehicle with new investors. The underwriting process relied solely on vendor due diligence reports for smaller investors, similar to a secondary placement, while a traditional W&I approach using buyside due diligence was applied for one major investor. To manage this, WTW and insurers formed two separate teams, maintaining an information barrier between them to support both investor groups.

Germany

The team managed to secure terms for a transaction that had a seller and management’s rollover more than 50% with the insurer agreeing to pay 100% of loss without any restrictions (in a market where the threshold of rollover ranges from 20% to 35%). This was an exceptional term to secure, far exceeding the market norms.

United Kingdom

WTW’s UK team successfully placed a fully synthetic W&I policy in which the team were able to procure a bespoke set of warranties, using the SPA warranty schedule as a starting point (which goes far beyond to more commonly seen template warranty suite that insurers are willing to provide). The Target’s management were not receiving any consideration from the transaction proceeds and were therefore unwilling to give customary warranties and a tax covenant even with a £1 cap. WTW found a solution which allowed the buyer to negotiate a set of warranties directly with the Insurer, thereby avoiding the need for the seller and the management team to concern themselves with any residual liability connected with the warranties. This also removed the need for the usual disclosure exercise (other than what was specifically agreed, which was a management Q&A process).

India

WTW’s Indian team placed a buy-side W&I policy for a leading India-focused distressed and special situations investment platform. The target was on the verge of insolvency and beset with fundamental structural issues affecting business performance. The India team worked in tandem with investors and underwriters to identify areas where risk mitigation could offset unknown unknown risks emanating from the acquisition. The team was able to remove important conditions of asset exclusions and provide retroactive cover giving the acquirer much needed solace given the special situation and first-time usage.

Israel

The Israel team placed their largest policy limit on an Israeli Target deal, being USD 180 million. The team also advised on deals where representations are being given on both sides of the transaction (i.e. seller shares as part of the consideration to the buyer).

Italy

WTW’s Italy team successfully structured a W&I solution within a Take Private framework by identifying the minimum required documentation for coverage at signing and ensuring a phased distribution of information aligned with the transaction timeline and sensitive to the confidential nature of such transactions. This innovative approach reflects the evolving W&I landscape in EMEA and underscores the importance of strategic planning and timely execution in M&A success.

LATAM

WTW's LATAM team successfully placed the first Secondary M&A deal in the region, marking a significant milestone in the Latin American transactional risk market. The deal involved the acquisition of a trophy infrastructure asset in Chile, a cornerstone of the regional market. The underlying asset is designed to provide a stable and secure water supply for the country and the complex process was made possible through close collaboration with the deal team, advisors, and insurers, highlighting our expertise in navigating challenging transactions.

Nordics

The Nordics’ team managed to place a fully synthetic warranty package on a Swedish P2P deal. The target was a publicly traded company on which a current minority shareholder made a public offer. Being a publicly traded entity the deal had no acquisition agreement, no guarantees and no management representations. The disclosures were also very limited and as for the policy the data room remained undisclosed. The insured warranties were drafted by the buyer and negotiated directly with the insurer. This set-up has not been done in the Nordics before.

North America

WTW successfully secured non-prorated coverage for true minority investments. WTW has negotiated such policies with reputable RWI insurers willing to offer them on a case-by-case basis and several such policies have already been executed with key factors for underwriter approval including a clear understanding of the target’s full capital structure, seller willingness to provide a “Seller No Claims Declaration,” and post-closing control dynamics. By leveraging technical expertise and strong insurer relationships WTW was able to deliver an exceptional outcome to a minority investor.

Poland

A PLN 1.5bn renewable acquisition completed in late 2023 continues to influence market appetite through 2025. WTW’s involvement began with a sell-side recommendation after having been engaged by the seller. WTW later transitioned to represent the buyer, replacing the previous broker on this complex deal. Despite signing in October 2023, the buyer faced a tight timeline due to Poland’s upcoming elections. In an unusual approach WTW secured agreement for policy inception during the interim period.

Iberia

WTW worked with the sellers on a hard stapled W&I policy with an enterprise value of EUR 1 billion, seeking to ensure maximum coverage based on the vendor due diligence before continuing to successfully place the policy on the buy-side. With several bidders in the buy-side underwriting process (which required the creation of multiple clean-teams at WTW). WTW and the insured’s advisors worked to improve the sell-side coverage position, proposing creative solutions, leaving room for improvement during the interim period and successfully managing a complex process with several advisors involved on all sides and competing interests at stake. Among such solutions WTW assisted the insured by offering several specific contingent risk insurance policies which facilitated the M&A negotiation process between the parties.

Latin America in depth

In 2024 Latin America experienced a notable uptick in the uptake of transactional risk products with a diverse range of M&A risks brokered across individual Latin American jurisdictions and asset classes. Buyers seeking to capitalize on the opportunities in a rapidly evolving market are finding increasing value in the region which remains predominantly a mid-sized market and WTW has marketed M&A risks in the region from across sectors as varied as energy, infrastructure, pharmaceuticals, healthcare and retail banking.

As of September 2024, the region recorded 865 M&A deals, signalling an ongoing rise in activity. In 2025 this trend is expected to continue, with transactional risk products playing an increasingly vital role in supporting the expanding market as investors seek both opportunity and protection across sectors. One of the driving forces behind this increase in activity is the geopolitical landscape, particularly in energy and food security, which has made Latin America an attractive hub for foreign investment. Brazil and Chile are emerging as significant players in renewable energy, with Brazil ranking among the top global producers of solar and wind energy. Meanwhile, fossil fuels continue to play a key role, with Brazil and Mexico holding large oil and gas reserves, including Brazil's increasingly vital offshore fields. This energy independence drive has fuelled M&A activity, particularly in energy sectors, while sectors such as agriculture and technology also see consistent cross-border transactions, especially in Brazil and Mexico.